chapter  19
6 Pages


Things have changed. In 1971, the Court of Appeal again considered the role and significance of the company secretary in Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971] 2 QB 711. Panorama Developments (Guildford) Ltd ran a car hire business which was called Belgravia Executive Car Rental. The company fleet comprised limousines which included Rolls-Royces and Jaguars. Fidelis Furnishing Fabrics Ltd was a company of good repute, and its managing director was a man of integrity. However, its company secretary, RL Bayne, was not of the same cloth. He told Panorama that Fidelis wished to hire cars so that he could meet important customers at Heathrow Airport. He claimed that he took these customers to the company’s office and the company’s factory in Leeds. This was not true. No customers were met at Heathrow and the company did not have a factory in Leeds. The cars had been used by Bayne personally. Panorama sued Fidelis Fabrics for their hire charges. As in the earlier Barnett case, the defendants argued that they were not bound by the acts of their company secretary, who fulfilled a very humble role and had no authority to make any contracts or representations on behalf of the company.